SecProbe.io

April 16, 2014
Via E -mail
Jayshree Ullal
Chief Executive Officer
Arista Networks, Inc.
5453 Great America Parkway
Santa Clara, CA 95054

Re: Arista Networks, Inc.
Registration Statement on Form S -1
Filed March 31, 2014
  File No. 333 -194899

Dear Ms.  Ullal:

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.  References to prior comments refer to our letter dated February 27,
2014.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Summary, page 1
1. We note your response to prior comment 6 regarding your $100 million in outstanding
convertible notes.  Please revise your summary to c larify that the note holders have
informed Arista that they will conver t the principal amount with accrued interest
outstanding into  shares of common stock upon completion of your initial public offering.
If the note holders are not bound to convert their notes into  common stock, plea se revise
to discuss the consequences if y ou must redeem the notes using cash.  Also, please file
the note agreements with your co -founders as exhibits  and any other material notes .

Jayshree Ullal
Arista Networks, Inc.
April 16 , 2014
Page 2

 2. We note your response to prior comment 7. Please disclose the percentage of voting
power that your officers, directors and principal shareholders will control after the
offering.

Risk Factors, page 12

3. While your response to prior comment 9 indicates that your co -founder Mr. Cheriton
resigned as director . We also note that he has placed his Arista shares in an i rrevocable
trust for his minor children.  Please outline Mr. Cheriton’s continuing role, if any, with
Arista Networks.

Management’s Discussion and Analysis, page 57

4. We note on page 65 that the increase in revenue was due to an increase in sales of switch
products and related accessories to existing customers.  Please expand the discussion to
quantify the changes in revenues from period to period for all periods presented due to
changes in price and changes in volume of units sold.  See Financial Reporting
Codification section 501.04 for guidance.

5. Refer to your discussion of gross margin on page 65.   Please expand your discussion of
gross margin for each of the periods presented to quantify any material changes in gross
margin not quantified in the discussion of revenues and cost of sales.

6. Refe r to your discussion of inventory on page 74.  Please expand your discussion of costs
of sales for all periods presented to separately quantify the amount of change from period
to period, including changes due to manufacturing overhead costs and volume so the
reader can ascertain the increase in cost of sales due to changes in shipment volume.
Consider integrating the disclosure of inventory reserves into your discussion of costs of
sales.

Business, page 88
7. We note your response to prior comment 18 regar ding whether the number of your end
customers is a key metric used by management to evaluate your business.  Please explain
why you  believe the number of your end customers is not a key metric in spite of the
prominence you provide such figures on pages 1,  58, and 88 of your prospectus.

8. We note your response to prior comment  23 regarding your backlog disclosure, as
required by Item  101(c)(1)(viii) of Regulation  S-K.  It would appear that unfilled orders
or contractual commitments to purchase should be cons idered backlog, even if
cancellable.  If you believe that the dollar amount of the backlog orders is  not material to
an understanding of your business as a whole, explain the basis on which you conclude

Jayshree Ullal
Arista Networks, Inc.
April 16 , 2014
Page 3

 that the backlog l evels in the prior two years is  not material.  In your analysis, please
provide us your recent backlog balances for the prior two years, if available.

9. Your case studies reference deployments that took place as long as four years ago in
response to prior comment 25.  Please advise us whethe r such older deployments, two in
2010 and two in 2012, are representative of your more recent deployments.  Further,
please clarify whether each case study primarily involves products and services that you
currently offer.

10. In response to prior comment 28,  you refer to an undisclosed channel partner  that sells to
your largest end custo mer Microsoft.  Please  identify this channel partner and describe its
relationship to both you and Microsoft.  For example, please clarify whether it
exclusively sells your pr oducts to Microsoft or if it sells your products and services to
other end -customers.  Since the sales to Microsoft are 22% of your total revenue for fiscal
year 2013 through this entity, please advise us whether you have any material agreements
with this reseller for which you are substantially dependent upon.  If yes, please file these
agreements pursuant to Item 601(b)(1) of Regulation S -K.

11. We note your response to prior comment 32 regarding your dispute with Optumsoft over
your licensed intellectual p roperty.  In light of Optumsoft’s lawsuit filed in Santa Clara
County Superior Court  and your counter -claim , please update  your legal proceedings
disclosure.

Principal Stockholders, page 123

12. In prior comment 40, we requested , in part,  why you believe the disclosure of the
disclaimers of beneficial ownership on behalf of your management is appropriate.  It is
unclear why you still provide these disc laimers .

Underwriting, page 137

13. We note your response to prior comment 41 regarding your underwriters’ compliance
with FI NRA Rule 5131.  Please briefly describe the  notice req uirements .

Financial Statements

Note 3: Balance Sheet Components, page F -18

14. Refer to your disclosure of property and equipment on page F -20 and financing
obligation -build -to-suit lease on page F -25.  Please expand the disclosure to specifically
address the criteria in ASC 840 -10 that permit the classification of the lease as a cap ital
lease, including whether the lease includes a transfer -of-ownership provision or bargain -
purchase -option provision.  Also, disclose whether the land and building are considered

Jayshree Ullal
Arista Networks, Inc.
April 16 , 2014
Page 4

 separately or as a single unit and the reason for such classification.   P lease revise to
include all disclosures required pursuant to ASC 840 -30-50-1.  Also, please
supplementally tell us how you applied the guidance in ASC 840 -20-25-11 in your
accounting for the lease during the construction period.

Note 6: Commitments and Co ntingencies, page F -24

15. Refer to your response to comment 46.  We note that you state that you are unaware of
the precise components of EOS that are in dispute but we also note that you state in the
disclosure that Optumsoft requested that you “assign cert ain components” of your
software.  Please expand the disclosure of legal proceedings beginning on page F -26 to
describe in detail what Optumsoft is requesting, including a description of the
components using the language in pages 95 and 96 and disclose the  nature of the
contingency in accordance with ASC 450 -20-50-4 in sufficient detail for the investor to
understand the impact of a negative outcome of this dispute on your operations.

We urge all persons who are responsible for the accuracy and adequac y of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action o f the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not ass ert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow

Jayshree Ullal
Arista Networks, Inc.
April 16 , 2014
Page 5

 adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

You may contact  Claire DeLabar , Staff Accountant, at (202) 551 -3349 or Ivette Leon,
Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding c omments on the
financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at (202)
551-3297 or me at (202) 551 -3735  with any other questions.

Sincerely,

 /s/ Barbara C. Jacobs

 Barbara C. Jacobs
 Assistant Director

cc:   Via E -mail
Mark Baudler , Esq.
 Wilson Sonsini Goodrich & Rosati, P.C.